Fall and Rise, One Shall Stand
by JustANormalHTTYDFan
Summary: What if Smokescreen's attempt to save Optimus didn't work? What if Smokescreen had became Prime that day? This is that story, that outcome.


**So...this is my first Transformers Prime or just Transformers fanfic in general...I have written fanfic before, but not for Transformers...until now!**

**I hope I've gotten most of the details right, I used this fanfic as a reason to rewatch Prime, and well...nostalgia hit like a brick and I was reliving memories. So, if something seems off, blame the nostalgia clouding my mind whilst I wrote this.**

**This fanfic is inspired both by the episode Rebellion of Season Three, and the fanfic Fire of Youth by MiniKoontzy. I've always been curious about what if Smokescreen become Prime in that specific episode? So, I decided I wanted to do that idea, with some twists and turns. Let's just say it's going to feature a lot of Smokescreen, a good amount of Ratchet, and some of the rest of Team Prime.**

**Optimus won't be appearing much...but do not worry, he WILL make some appearances now and again, whether it be in Flashbacks or Inside the Matrix scenes. Also, let's just say this will be following Season 3's plot very loosely, with only some things happening like the actual season past this point.**

**Alright, let's just get right into it...**

**Chapter 1: Fall of Prime**

* * *

"Optimus...no!" Smokescreen shouted...no, yelled as he watched horrified as the last bit of blue faded from Optimus's optics, the Prime's limbs going fully limp.

And then, just before it could fully settle in that the Prime's spark had gone out, Optimus' chest let out a loud whirring mechanical whine as the window's folded up and the metal plates shoved off to the sides.

And with one or two more movements of plates, a loud hum filled the air alongside a bright blue glow as a certain gold-framed relic emerged from the Prime's chest.

Smokescreen was backing away slowly...he couldn't accept this...if Optimus died, then the Autobot cause would almost surely die alongside him...Optimus wasn't just a leader, he was family to so many Autobots, present and past.

"This isn't how the story's supposed to end..." Smokescreen whispered almost hauntingly...Optimus wasn't supposed to die, not like this. Optimus was supposed to defeat Megatron, and restore Cybertron...Optimus was supposed to have gotten a happy end in the safe knowledge that Cybertron was safe.

And then, it clicked in Smokescreen. Optimus had had him retrieve the Forge of Solis Prime, and that device...that oh so old device, was capable of so MANY great feats when in the hands of a Prime...

If he put the Forge in Optimus's hand...would it regenerate him? Bring him back from death? Or would it just fix his frame and leave him an empty shell with no spark...the last use of the Forge having been wasted, with no gain...no Cybertron or no Optimus.

Smokescreen quickly choose...Optimus. Smokescreen knew that even if Cybertron was lost, it paled in comparison to losing Optimus...losing Optimus meant losing hope...and if the Autobots lost hope...then they would surely lose against the Decepticon's.

So, Smokescreen dragged the Forge over with multiple grunts, the Forge waiting idly for use. And just as he got over to the Prime, Smokescreen let the handle's bottom drop into Prime's open hand, a brief flicker of light going up the handle...

Only for it to stop, the Forge's growing whir to fade out as the device didn't work, much to Smokescreen's horror and shock.

"No...no...slag, no!" Smokescreen yelled out and picked the Forge up, dragging it over to Prime's other open hand and dropping the handle there. This time, there was no brief light, the Forge didn't even respond to Optimus...

And Smokescreen's horror became pure unadulterated shock as the Prime's body slowly faded to gun-metal gray, the Matrix's glow remaining just as bright and the hum remaining constant.

Smokescreen fell to his knee's as his optics and mouth remained opened wide in shock and horror, Optimus was too far gone...his spark had already joined the Allspark and his frame was too far gone to be fixed or to fix itself using the Forge...

Optimus was gone. Optimus Prime, leader of the Autobots, protector of life...was gone. The greatest leader since Primus himself...gone, now one with the Allspark.

Smokescreen's first instinct was to run...to get away from this small cave that felt like it was gonna crush him at any moment...to get away from the responsibility of the Matrix of Leadership...

But then Smokescreen took a few deep breaths and his optics widened as he realized he HAD to take the Matrix. To leave the Matrix sitting here, with its energy leaking and possibly showing up on Decepticon scanner's...if Megatron found it and destroyed it...or claimed it for himself...

Smokescreen KNEW he had to take it, and he had to take it now. If...if he didn't...the energy would show up on Decepticon scanner's and Megatron would show up...especially considering the power of the Matrix...and if Megatron found it...

Smokescreen almost shuddered at the thought of a Megatron super-powered by the Matrix...that would be something out the pit itself...

Smokescreen took a few deep breaths before gently reaching over and gripping the Matrix with his servo's, the crystal inside the frame humming louder as it came into contact with its new soon-to-be Matrix-bearer.

Smokescreen fully removed the Matrix from Optimus' chest, the now-dead Prime's chest remaining open as the automatic mechanisms in Optimus' body had already shut down.

"I-I...I'm not ready..." Smokescreen whispered but the Matrix just continued humming in wait, eventually, the young mech took a deep breath and closed his eyes, a loud whirr coming from his chest as the plates rearranged and showed off the interior of his chest, a slot perfect for the Matrix.

Smokescreen slowly positioned the Matrix into the place, the crystal's hum and glow both growing in intensity as the Matrix settled into the young mech's chest-slot, right next to his spark-chamber.

Almost instantly, the Matrix glowed brighter as Smokescreen screamed out in agony, his servo's quickly moving out from his chest as the chest-plating snapped back into place with a light glow.

"ARGGHHHHHGHHGHG!" Smokescreen screamed as loud as possible as he collapsed against the stone floor, it felt like the Energon in his very veins was burning and trying to explode but...couldn't.

For six very long, agonizing Earth minutes...Smokescreen screamed and screamed...and then, just as suddenly as it had happened, the pain faded in less than a second...but Smokescreen still screamed for a good minute or two.

"Ugh...ughhhh...what..." Smokescreen mumbled as he got up, his legs still shaking. Smokescreen glanced down at himself...only to find nothing different, his body still looked the same...

And before Smokescreen could question anything, his optic's widened as images and faces flashed in his vision...the first face he saw belonged to Primus himself, no name needed to tell who it was. Then, the Thirteen Original Prime's followed, and Optimus' face was the last one he saw before his optics went back to normal and visions stopped.

"Ookk...I...I guess that was...initiation or something?" Smokescreen questioned only to get no answer, which the young mech responded to with a sigh. Smokescreen looked over at Optimus and flinched, the Former Prime's body was an even darker shade of gun-metal gray as the chest still remained open.

"I...I'm s-sorry...Optimus..." Smokescreen whispered and let his optics gaze towards the Forge, which still sat in Optimus' hand...

Smokescreen moved over to the Forge and wrapped his hand around it, tightly gripping it before pulling it up, the Forge surprisingly weighting less then it had just mere minutes ago.

"Must be the Matrix..." Smokescreen mumbled to himself, almost emotionless as he hefted the Forge over his shoulder. Smokescreen then looked at Optimus' body and took a deep breath, his optics closing for a few moments before reopening.

Smokescreen quickly moved over to Optimus and hefted the gray bot onto his shoulder's, Smokescreen taking deep breaths as he used his somewhat free-hand to activate the Phase Shifter.

"We-we got to go..." Smokescreen mumbled and made his way slowly over to the wall, quickly moving through it thanks to the Phase Shifter. Once he got out, he took a look at the bright blue sky and shining sun...

"Doesn't...seem right..." Smokescreen mumbled to himself as he stumbled towards the old base before he came to a sudden stop, the fact that the base was destroyed coming back to him like a lightning strike.

"Ok...ok...where to go...where to go..." Smokescreen mumbled as he paced a bit, Optimus' body and the Forge still on his shoulders, the Matrix providing him increased strength and speed.

Smokescreen went through a list of places to go...defiently not Jasper, that was just too risky. Darkmount was suicide and would be putting the Forge and Optimus' body right into Decepticon territory, and as far as he knew Wheeljack' ship was scrap metal out in the middle of nowhere.

Smokescreen then had a moment of remembrance, he remembers studying Ratchet's logs of previous missions and battles, including their locations...and he remembered just the perfect location. One of the mission logs had mentioned a temporary base the Autobot's of Outpost Omega One had stayed at before they got the base that was currently rubble.

The temporary base was only about two hours drive time from the destroyed base, but on foot...it would probably take until night-fall. But, it was the only place Smokescreen could think to go that might actually have the things required to survive there.

"Better get a move on...before Con Flier's drop-down and pay a little visit" Smokescreen mumbled, his gaze looking down as he settled off in the direction of the temporary base, his mind trying hard not to think about the Matrix and his new...position.

* * *

The sun was just setting as Smokescreen finally reached the abandoned base, his arm's aching from how much weight he's been carrying for so long.

The abandoned base was, at first, undetectable to the optic or audio sensor, but Smokescreen quickly spotted a weird looking mountain with a seemingly large door outlined in the stone.

"Thank you, Fowler..." Smokescreen muttered and made his way over to the mountain, where he quickly propped Optimus' body and the Forge up against the huge rock structure.

Smokescreen quickly made his way over to the door and ran his metallic fingers over the rocky surface, the slight outline of a door becoming obvious with every second. Smokescreen took a deep breath and grabbed onto the two sides of the massive stone door before starting to pull it open.

The massive stone door gave way to a metal bulkhead door, which seemed to have internal metal locks and an electric defense system, electrocuting any unauthorized people...but it didn't seem to be powered at the moment...

"Ok...let's try this..." Smokescreen grabbed the bulkhead and started lifting the massive heavy metal door up, and eventually, a loud click rang out and the door locked into an open position.

Smokescreen stumbled inside the abandoned temporary base and looked around. It wasn't THAT big but was big enough for at least four big bots, and definitely had the required materials to keep it maintained for a while, at LEAST until he finds his team-mates.

The young mech stumbles his way over to a large generator, which seems to have been modified to run on Energon, but there didn't seem to be any Energon cubes nearby. Which would definitely be a problem in the future, especially once his systems started running low.

But for now, this 'temporary' base will do, at least until he found his team-mates...wherever they were...

Smokescreen shook his head and quickly head back outside, taking a moment to relax before once again hefting Optimus' body and the Forge over his shoulder's. He quickly made it inside the base and propped Optimus up against a wall, and then put the Forge next to the Former Prime's corpse.

Smokescreen then went over to the opposite wall and leaned against it, closing his optics and taking a few deep breaths, before he finally let it sink in.

He was now Prime, he was now the Leader of the Autobots and he was now all on his own, and he had to watch Prime die in front of him, himself being powerless to stop it.

Smokescreen's breathing quickly became deep and pained, emotionally pained. Smokescreen could practically feel his spark throbbing in his spark-chamber, the Matrix's energy spreading through his body as his eyes glowed a tiny bit brighter.

He had to live with this, there was no going back...Optimus was gone, he had died right in front of his eyes and was now a body that he kept carrying around...for a proper funeral.

He was now Prime, and as much as he feared it and wanted to hide from it, he knew it would never go away. He was Prime now, and he had to take the responsibility...whether or not he liked it.

Suddenly, a blue Autobot symbol started glowing on his chest, and he looked at it confused, he pressed his fingers to the symbol and then glowing blue lines spread all over his body, with his optics glowing brighter than bright as his chest opened up to reveal the Matrix.

Smokescreen's optic's widened and he saw the words REFORMATTING in his vision. He looked down at his hands and studied the glowing lines.

Smokescreen thought about what he wanted his new formatted alt-mode to be, yet he had few ideas and he knew he needed to chose.

"I...I wouldn't have to choose if it wasn't for Megatron...Slag, I just want a form that can take on that glitch! L-like a dragon or a griffin or maybe a..." Smokescreen yelled out in anger and then took a few deep breaths, and then the lights glowed brighter and brighter.

Smokescreen tried to stop the reformatting, he wanted to see what he was gonna be reformatted into...but before he could, the Matrix forced him into power down, his optic's turning black as his entire body glowed and filled the room with light.

Once the light faded and Smokescreen went back to normal, he hit the floor with a loud clank as his new pale white armor with red and blue highlights shining in the moonlight coming in through the door, two big pairs of wings on the mech's back which had sharp tips.

Smokescreen's fingers were now more like claws, but not like that of a Decepticon. And his metal armor had become thicker, stronger, and definitely better made for speed.

Smokescreen didn't awaken from power down until sunrise, and when he finally did, it was slow and took a while for him to realize he had been reformated.

But once he did, it was an immediate shock that settled in.

"Oh Primus, I got wings! WINGS!" Smokescreen cried out as he messed around with the wings on his back, and that's when a question came to the young mech's mind...what was his alt-mode?

Smokescreen closed his eyes and in a second, the plating on his body started shifting and changing, a tail forming quickly and knocking into a wall as his head shifted into that of a dragon with horns that didn't spike out too much, with his wings getting longer.

Once the transformation was finished, Smokescreen panted and eventually got up on four legs, his new tail straight and brushing up against the wall as his short neck leads to a head with horns, his horns glowing slightly with a red color, blue strips going down his back as red go down his underbelly.

"Well...I guess the Matrix took me seriously..." Smokescreen muttered and closed his optics, his frame transforming again back into robot mode as he stumbled a bit.

Smokescreen glanced over at Optimus' body with another flinch, as much as the new dragon alt-mode felt good...it just didn't feel right, not when the reason he got it was because of a death. Especially when said death was the death of Optimus Prime.

Smokescreen sighed and stumbled over to Optimus, where he quickly used his hands to manual close the Prime's chest...it made him look more...comfortable, in a way. Once he finished doing that, he quickly made his way over to a wall and drew out on his clawed fingers.

"Should be good for writing..." Smokescreen mumbled and started writing down text on the wall in Cybertronian, the text being arranged into a list.

Once Smokescreen finished, he stepped back and looked it over before nodding to himself.

"Alright, plan, plan...first, find a source of Energon. Second, get used to this form and learn to fly. Third, try and find at least one of my fellow team-mates. Fourth, set up a more permanent base. Fifth, have a proper funeral for...him with...everyone there" Smokescreen mumbled and then took a deep breath, closing his optics for a few moments before nodding and exiting the base, setting out to find Energon.

* * *

Meanwhile, in the 'abandoned' Decepticon ship the Harbinger, Ratchet was frantically typing at the dimly lit console which he had been working at for the past twenty-four human hours.

"Ultra Magnus, do you read? Bulkhead? Arcee? Anyone!?" Ratchet practically yelled into the com line, with just responded with static and no vocal responses.

Ratchet glanced over to the right of him, all the Humans had been sleeping for the past six to seven hours, which had been about twelve hours after the last contact from the team...Ratchet's fears were getting worse and worse as he kept receiving no answer.

Ratchet had to admit that storming Darkmount was a somewhat stupid idea without Optimus, he had had a bad feeling but had put it away...but now, his team was either captured or dead...and he was left with the Harbinger. He didn't know what was worse...

The computer beeped loudly and Ratchet's attention immediately snapped back to the computer, which was showing...something. Ratchet quickly pressed the com line and spoke.

"Ultra Magnus? Bulkhead? Anyone? This is Autobot Medic Ratchet, please respond" Ratchet spoke calmly, and the line continued to respond with static. Eventually, Ratchet gave in and checked the readings instead.

To stay Ratchet was puzzled was an understatement, not only had the sensor from Magnus' ship detected an Autobot life sign...but it had also detected a massive amount of Matrix energy close to the ruin's of their old base.

"What the..." Ratchet whispered and pressed a few buttons, the monitor changing to a map and scanning the one Autobot signal beside his own, but the scan turned up with no response except for a location.

To say Ratchet was puzzled was putting it mildly, there were only two candidates for the one life-sign, either Optimus or Smokescreen. Ratchet knew either or would be a good find, especially considering he was completely on his own at this point.

And what made Ratchet even more shocked was the fact that the signal showed to be at the temporary base that the team had stayed at between arriving on Earth and getting Outpost Omega One.

"Hmm..." Ratchet hummed and considered ground-bridging there, it would be risky but he needed to check this out...

Before he could make up his mind, a loud alarm came from the computer as the low rumbling sound of jet-engines meet Ratchet's audio receptors. The old medic quickly snapped his gaze to the monitor, and to his horror, he saw over twenty Decepticon life-signs heading RIGHT for the Harbinger.

"Scrap! Jack, Miko, Raf! Get up, now!" Ratchet yelled and the three Humans woke up with yawns and confused looks, Jack being the most alert.

"Ratchet, what..." Jake asked while Ratchet tore Magnus' ships sensor module from the console as well as grabbing a few nessicarry tools, store all of them in his sub-space storage pocket.

"This ship's about to blown to scrap!" Ratchet yelled as he quickly typed in coordinates into the ground-bridge before activating it, the old medic then transformed into his ambulance alt-mode and opened both side doors.

"Quickly, get in, we have to go, now!" Ratchet practically yelled, quickly the three humans go up and quickly made their way over to the medic, quickly climbing inside the cab and sitting down, Raf being forced to sit on Miko's lap.

The second they were inside, Ratchet took off at the highest speed he could, quickly making it through the ground-bridge and coming out in a wide-open desert area.

Less than thirty seconds later, and an explosive shockwave came from the ground bridge portal right before it snapped shut, Ratchet sighing as he continued driving the direction he had spotted on the computer system.

* * *

To say Smokescreen had found success in his efforts to find Energon was putting it mildly, he had come across an entire abandoned Decepticon mine after a few hours of searching, and after scanning through the mine, he managed to find some remaining Energy cubes which had been forgotten.

There were enough cubes to last him...about one human week in total, and that's if he rationed. And considering that he had a small base, that would be just fine for a bit.

Now came the hard part, learning to move and fly around in his dragon alt-mode. The Matrix didn't seem to just give him the ability to fly on command, so he would have to learn...it couldn't be TOO hard...right?

Smokescreen had to admit, learning to walk on four legs with wings and a tail was a lot harder then it should have been, but he quickly got the hang of it and slowly start increasing speed from just walking to running to sprinting.

Then, he started trying to learn to fly by jumping off the massive mountains that dotted the desert...gliding had been easy to learn, well, relatively easy compared to actually learning to fly PROPERLY.

So, Smokescreen nearly snarled in frustration when he slammed into the desert floor for nearly the sixth time in a row, his draconic torso being scratched and dinged up slightly as dust and sand flung up into the air and covered his body.

"Oh, Primus..." Smokescreen muttered with a low draconic growl coming from his mechanical beast-forms throat. Smokescreen was making his way back over to the temporary base when the sound of a vehicle's engine met his audio-receptors.

Smokescreen's optic's quickly focused and the dragon-transformer quickly leaped onto the side of a mountain, using his claws to pull himself to the top where he immediately set out to locate the unknown vehicle.

Smokescreen eventually set his eyes upon the vehicle, it looked to be a human medical vehicle and seemed to be colored red...and white? Ratchet?

The hope in Smokescreen's spark was put aside with both fear and disbelieving...this might just be a human vehicle that looked like Ratchet' alt-mode but isn't actually him.

Smokescreen had to be sure, so he did the only thing he could, he leaped and spread out his wings and gliding down to the vehicle, eventually landing right in front of it, bringing his paw down on the hood and forcing the vehicle to a stop.

"Arghh! P-Predacon..." Ratchet growled as he tried to go forwards, and Smokescreen's eyes widened. Smokescreen quickly removed his paw and took a few paces back before transforming into robot mode.

Jack, Miko, and Raf quickly got out of Ratchet's cab before the old medic transformed back into robot mode, staring at Smokescreen in shock at the young mech's new alt-mode and frame.

"Smokescreen?" Ratchet asked, just to be sure. Smokescreen then quickly wrapped his arms around the medic and gave him a quick hug, as much as it made Ratchet uncomfortable.

"Yeah..." Smokescreen mumbled and drew back, using his hand to scratch the back of his head as Ratchet just continued staring shocked at the young mech WHO COULD NOW TURN INTO A PREDACON...what was new?

"How did...what..." Ratchet mumbled and Smokescreen sighed, he knew this was where he had explaining to do and if he didn't, Ratchet would have to find out the hard way.

"Um...remember when Optimus was bridging us out of the base and I went through?" Smokescreen asked and Ratchet nodded, that hadn't been too long ago but yet it felt like forever ago.

"Um, when I got through, I may or...may not have disobeyed orders and imminently come back...and I arrived back just went the base went down...I would have been scrap if not thanks to the Phase Shifter..." Smokescreen explained and glanced at the Phase Shifter sitting on his arm, the device having been completely forgotten ever since he had left the caverns with Optimus' body.

"Umm...I managed to find O-Optimus in the rubble, he was badly injured and the Cons were already digging into the ruins...so I pulled him out of there and brought him to a cavern where we would be safely hidden..." Smokescreen continued only for Ratchet to interrupt.

"That must be why your signal didn't show up until now...wait, where is Optimus?" Ratchet asked as the three humans next to him looked on confused and curious, and Smokescreen felt as if he had a thousand 'knives' being stabbed into his spark all at once.

"O-Optimus h-had me retrieve the Forge of Solis Prime...and when I returned he...he...his eyes went gray and his spark...he-he didn't make it...I tried using the forge...I-it wouldn't work...h-he was too far gone..." Smokescreen stammered out and glanced at the ground, trying to avoid Ratchet's eyes in an effort to not see the pain in the medic's eyes...it would only make him feel worse and more guilty for failing the Prime.

Ratchet's reaction was pained, his shock and pain that Optimus was truly gone was throbbing like a burning brand right on the spark, but there was also a bit of reluctance...as well as acceptance.

Ratchet had worried that Optimus had been gone ever since the Prime had said he was staying behind to protect them by destroying the Ground-Bridge...but to have it validated and finally confirmed was a whole new type of pain.

Meanwhile, the three Humans each had different reactions to this information. Jack was trying hard not to break down in panic, Miko looked like she had been told Bulkhead was gone, and Raf was straight up holding back tears.

Smokescreen took a deep breath and looked up at Ratchet, the medic's eyes pained but also questioning.

"Do you...have the body..." Ratchet asked quietly and Smokescreen nodded, he quietly led them back to the temporary base and stopped outside the entrance, gesturing inside.

Ratchet hesitantly stepped inside and froze upon setting his eyes on Optimus' cold gun-metal gray body, which was still propped up against the wall. Ratchet fell to his knees and moved his head down to face at the ground, after a few moments, Ratchet hit the wall with his face without a single noise.

At first, upon laying his eyes upon Optimus' body, Ratchet had given up hope...he did give up hope and the fact that Optimus was dead was making it worse...but then he felt a flicker in his spark, and his hope somewhat returned, alongside a burning rage.

"Megatron will pay for this..." Ratchet growled lowly and took a few deep breaths as he slowly got back up and made his way over to Smokescreen, who nodded.

"Megatron will pay...we'll fulfill Optimus' last wish and use the Forge to fix the Omega Lock...we'll bring back Cybertron and put Megatron to trial for his crimes against Cybertron, Earth...and Optimus..." Smokescreen stated and if that didn't make Ratchet get back his will to fight, then nothing would.

They stood their silently for a moment, Jack and Miko looking at Optimus' body like it was a ghost as Raf was trying his hardest not to cry.

"Ratchet...do you know where the rest of the team is?" Smokescreen asked and Ratchet nodded, although somewhat slow.

"They...they attack Darkmount a day or two ago...I lost contact with them around half-way into the mission...I haven't seen them since then" Ratchet explained and Smokescreen huffed, looking at the ground with a small growl.

"Well, scrap..." Smokescreen stated as they slowly made their way into the base, Smokescreen using his increased strength to close the outer stone door.

Smokescreen came over to Ratchet then, who was leaning against the wall and thinking, trying to come up with an idea or some sort of plan.

"Ratchet, can you contact Fowler? This base isn't gonna do for long" Smokescreen asked and Ratchet nodded before activating his com-link, which quickly patched into Fowler's office phone.

"Agent Fowler? This is Ratchet" Ratchet called into his com, and in a minute, Fowler answered.

"Any word from the team?" Fowler asked and Ratchet shook his head sadly, Smokescreen also looking down at the ground.

"No...but I have found Smokescreen, and...Optimus..." Ratchet whispered and Fowler was estactic...seems he didn't pick up on Ratchet's tone...

"Well, that's great! Get the big OP over here and then we-" Fowler began but was cut off by Ratchet's next words.

"Optimus is...dead..." Ratchet stated, and Ratchet could hear Fowler's breathing get deeper over the com as he muttered a few human swears.

"Well...shit...are you still at the Harbinger?" Fowler asked but Ratchet simply sighed and told the man very quickly that the Seekers had blown the Harbinger to scrap metal.

"W-we need a base, somewhere to stay for at least now" Ratchet stated and Fowler sighed on the com, taking a deep breath before beginning.

"I was going to tell you this later...but we've already prepared a base for you guys, I was gonna tell the whole team at once when they...returned...but I guess now it just needs to be told..." Fowler told the old medic, who nodded.

"Where is it?" Ratchet asked and then Fowler quickly gave him a location, which was surprisingly close but still a bit of a distance.

"Smokescreen and I will be there so, as well as the kids," Ratchet said and Fowler simply huffed and hung up, Ratchet turning off his com and turning to Smokescreen, who looked hopeful.

"So...do we have a new base?" Smokescreen asked and Ratchet nodded, quickly giving the coordinates to Smokescreen, who nodded and went over to the exterior stone doors, using his arms to quickly pull them open as Ratchet grabbed the Forge.

Once outside, Smokescreen transformed into his dragon alt-mode, his wings unfurling as Ratchet dragged the Forge over. Smokescreen grabbed the gold-colored relic in his jaws, quickly setting out in the direction of the base Fowler had directed them too.

Ratchet then went to Optimus' body and picked it up, putting it on his shoulders as he walked out of the base, Jack, Miko, and Raf all following with heads down.

It was night-fall by the time they arrived at the base, and June and Fowler met the group as they made it to Hanger E, which was located right in the middle of a military complex.

"Ratchet, Smokescreen, Jack, Miko, Raf" Fowler greeted them from the catwalks and all of the members of the group nodded, the group quickly made its way over to a large table where Ratchet quickly set down Optimus' body.

Smokescreen was in robot mode when he dropped the forge down and laid it against the wall, the golden handle and frame shining in the bright lights of the Hanger.

Everyone slowly but surely gathered around Optimus' body, and Smokescreen took a deep breath before speaking up, his voice wavering between nervousness and fear.

"I...I promise you Optimus...I will not fail you...you made me Prime...and I promise I will not stop until Megatron has paid for his crimes against Cybertron and Earth...not until Team Prime is back together and whole again...or at least, as whole as it can be without...you..." Smokescreen stated and sighed, taking a deep breath before speaking up.

"We need to prepare to get into Darkmount and rescue our friends...but first...we'll need a plan, we have to do this stealthy" Smokescreen stated and Ratchet was shocked that young bot didn't want to just go charging in, but well...maybe it was because his friends were at stake.

"Heres my plan" Smokescreen said and then took a deep breath before starting to get into it.

* * *

Meanwhile, just outside of Jasper, in the large dark-steel fortress of Darkmount, Megatron stood in front of his throne as he looked down at the captured Autobot's, who were all cuffed and beaten up.

"My scouts detected a major flare of Matrix energy from a cavern near your FORMER base...and when we investigated, we found...nothing. Which could only mean one thing..." Megatron growled as he walked down to the Autobots, his arm-cannon humming loudly.

"That power signature only fits with one thing...the death of a Prime...but since we couldn't find a body...that means SOMEONE new must possess the Matrix...and there can only be two candidates...Prime's watchdog medic and the new one..." Megatron growled and then extended the sword from his canon-arm, bring the sword's tip up to Arcee's chin.

"Where are the medic and the rookie?" Megatron asked and Arcee growled, not meeting Megatron's eyes. Megatron huffed and moved onto Bumblebee, asking the same question.

One by one, Megatron went through every captive and was met with either silence or insults. Either they didn't believe Optimus was dead...which could be true...or they didn't know.

"Lord Megatron, I believe it would be in our...best interests if we exterminated these Autobots right here and right now..." Starscream growled as he came up to Megatron, and the Decepticon Warlord replied with a grunt.

"Yes...but you see, that medic and the rookie will come for them, and when they do...we'll be ready..." Megatron stated and Starscream smirked, his red eyes shining with an evil glint.

"Ah...bait..." Starscream stated and then turned to a Vehicon Soldier who stood nearby.

"YOU! Transport these prisoners to the holding cells on the Nemesis...now!" Starscream yelled and the Vehicon Soldier nodded, quickly getting the Autobot team to their feet before leading them into a party of ten Vehicon's, which quickly led them to the Nemesis.

* * *

Meanwhile, at Hanger E, Smokescreen was looking over the Phase Shifter as he waited for Ratchet's response to the plan. After a few moments, Ratchet spoke up.

"You want to...draw their attention with an explosive...and then you want to use the Phase Shifter to sneak through Darkmount, finding our friends and then have them keep touching you in order to keep phasing and escape?" Ratchet asked slowly and Smokescreen nodded, and Ratchet took a deep breath before grabbing the Phase Shifter off Smokescreen's arm.

Ratchet studied the Phase Shifter, making sure it could handle phasing that many objects at once...and it did seem to work. It would be hard to pull off but could be done.

"Alright, but you'll need a few good-sized explosions to get their full attention" Ratchet brought up and then Raf had an idea, it was risky but just might work.

"What about crates of grenades? Like the ones Wheeljack had?" Raf brought up and Ratchet hummed as Smokescreen seemed to reflect.

"Yeah...didn't he keep extra crates of them hidden around the base and the exterior? Made one of them survived?" Smokescreen brought up as he remembered when Wheeljack had briefly shown up to hide another crate of explosive grenades, that was the first time Smokescreen had met Wheeljack

"Possibly...I think he did keep one hidden on the top of one of the mountains next to the old base..." Ratchet hummed as he tapped his 'chin', thinking.

"Alright...I can make my way there on foot and pick up the grenades along the way...as soon as I learn to fly..." Smokescreen mumbled and Ratchet raised on his optic ridges, his optics looking a bit confused.

"You don't know how to fly?" Ratchet asked and Smokescreen gave a look in response.

"Hey! I wasn't made a Flier and I've only had this form for...like, two days at the very most" Smokescreen stated and Ratchet seemed to glance off before turning back to the young mech.

"Maybe Jack or Miko could help, possibly Raf...because I'm highly doubting that Jetfire or Powerglide will show up..." Ratchet remarked much to Smokescreen's confused.

"Jet...who and Power what?" Smokescreen asked and Ratchet waved it off, turning to the three kids standing on the catwalks.

"Its no big deal...Raf, do you think you might be able to help Smokescreen learn to fly?" Ratchet asked and the young kid nodded, turning to Smokescreen who also nodded but a bit nervously.

"What about us?" Miko asked and Ratchet sighed, shaking his head whilst grumbling something under his breath.

"You two will be helping me build a new ground-bridge out of parts which I will have to request from Fowler...where is-" Ratchet asked and then a door on the catwalks opened, Fowler coming out from it.

"Here! Sorry, was on the phone General Bryce and a few others...they want to know who's in charge of the Autobots right now, so I...gave them a brief summary about Smokescreen and Optimus and all the stuff" Fowler explained and Ratchet nodded, humming.

"Alright, good, best that they do know. Anyways, I am gonna need the parts required to build a new ground-bridge" Ratchet asked and Fowler nodded.

"Alright, send me the list and I'll get the parts here in a few hours, pulling rank and all" Fowler responded and Ratchet nodded, thinking through the list before starting to chat with Fowler, while Raf lead Smokescreen outside.

Once outside, Smokescreen transformed into his dragon-form and Raf looked it over, determining what kind of flight would best suit Smokescreen's specific dragon-alt mode.

"Four-legged...two wings...long tail and shorter neck than that Predacon...I got it! Bend your legs and extend your wings!" Raf mentioned and Smokescreen did so, a low confused growl coming from the dragon-mech's throat.

"Now, jump as high as possible and flap your wings, pushing them down like this!" Raf continued and Smokescreen did so, ending up a good way into the air and ending up crashing into the ground, Raf also having fallen to the ground from the gust of wind from the dragon-mech's wings.

"Ok! I...I forgot to tell you that to gain altitude or height, you need to keep flapping your wings" Raf explained and Smokescreen looked confused, before shaking it off and repeating his previous actions, adding on the new actions in order to keep in the air.

This time, Smokescreen actually managed to fly in the air, turning and gliding high in the sky much to his surprise and Raf's happiness.

"Yeah! You got it!" Raf yelled and Smokescreen turned and glided towards the front of Hanger E, where Raf stood and waiting for the massive metal dragon-mech to make his way back.

Smokescreen made it their quickly but landed with a loud thud and the scraping sound of metal, the dragon-mech having landed right on his face and ended up rolling onto his back.

"Ooohhhh...your landing still needs work..." Raf mumbled as he winced, and Smokescreen quickly transformed into bot-mode, rolling over and got up onto his legs, dust coming from his back-wings and arms.

"Yeah...might as well get started on that" Smokescreen mumbled before they continued training, some things being more difficult than others...but Smokescreen was a fast learner by nature, and with the Matrix, it just made this all the much easier to learn.

Once Smokescreen had the BASICS down, like taking flight in multiple situations and managing flight, as well as simple and complicated flight maneuvers like sharp turns and barrel rolls, as well as hovering.

They went back inside to see a half-completed ground bridge, Ratchet and the two teens working very hard to complete it as Fowler and even June assisted. Ratchet looked up from the half-completed circuit he was welding and gestured for Raf to come over.

"Raf, I need your help...the ground bridge is about sixty percent complete and I need your help with this stupid computer..." Ratchet called and Raf nodded before coming over, quickly setting to work to make the computer tech work better for the Cybertronian.

"Alright, I'm gonna get going and get our friends...the second that bridge is ready, open it the second where ALL out of Darkmount" Smokescreen called from the exit, and everyone looked at him with a nod.

"We will, just...don't die" Fowler called out and Smokescreen nodded before turning around and transforming into his dragon-alt mode, going outside before taking off into the night-skies towards Darkmount.

"I'm coming, guys, just hold on..." Smokescreen growled in the language of Predacons, his wings flapping loudly as he stormed his way towards Darkmount, intent on rescuing his team and possibly even taking out Darkmount.

* * *

**Yeah...that's it for now, this chapter's gone on long enough at this point. I was gonna do the Darkmount rescue...but I just knew this would extend it into the 7-8k range. And I didn't want to do that for the FIRST chapter, so the Darkmount rescue will be in the next chapter alongside the remaining members of Team Prime's reaction to Optimus' passing.**

**And here's a little hint...maybe not ALL of the captured Team Prime members will be rescued...**

**Alright, this is JustANormalHTTYDFan, over and out.**


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